


A Penny Too Many

by ZombieCatTookMyPudding



Series: Inspector Gadget-Ordered Works [2]
Category: Inspector Gadget (Cartoon)
Genre: Action, Aged-Up Character(s), Canon-Typical Violence, Clones, Gen, Hive Mind, Humor, Mystery, POV Third Person, Suspense, request fic
Language: English
Status: Completed
Published: 2018-01-30
Updated: 2018-02-09
Packaged: 2019-03-10 21:00:01
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 10,305
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/13509684
Author URL: https://archiveofourown.org/users/ZombieCatTookMyPudding/pseuds/ZombieCatTookMyPudding
Summary: While being a test subject to Professor Von Slickstein's new invention: theCloning Booth 1000,Penny turns into twins. But when the number of clones keep increasing out of control, our heroes must find a way to get rid of the clones before the city will be crowded with Pennys!





	1. Chapter 1

**Notes for the Chapter:**

> DISCLAIMER: I do not own _Inspector Gadget (2015)_ , or any other version of _Inspector Gadget._ All rights go to their respective owners. Also, this was a request by retro mania, so credit goes to him for the main idea.

"Ah! Gadget! Penny! Brain!" a redheaded man in a lab coat greeted the three as they entered HQ's lab. "You're just in time to see me put the finishing touches on my latest invention...that is, you _will_ , when Professor Smith delivers them."

"Actually, Professor, he asked _us_ to deliver it for him." Penny held up the small metal case in her hands. "He got tangled up in something downstairs."

"Literally," Gadget smiled.

"Oh! You must mean the work-in-progress Super Botany we've been working on; it's so Metro City can have a strong supply of plants in case of an apocalyptic scenario. That's just... _grape_. Ha ha, get it? _Grape_?" Gadget and Slickstein thought it was funnier than Penny and Brain did. "Well, no worries. It happens." Taking the case from Penny, he pulled himself under the tarp that covered his new invention.

"Hey, hey hey! What's going on here, peoples?" a friendly black girl Penny's age approached them.

"Hello, Kayla," Slickstein called from under the tarp. "Just about done here...stick around if you like." Kayla tried to move forward when she was halfway in the laboratory, but found one of her feet stuck.

"Ew...what the heck _is_ this stuff?" she asked, disgusted.

"Oh, heh heh, whoops! You must've accidentally stepped on the invisible gum. It's so kids can get away with chewing it in school. Professor Johnson came up with it, his brother works in a candy company. Boy, that guy sure has some _crazy_ ideas."

"Well, how do I get it off?" Luckily, Brain found that the invisible substance on Kayla's foot easily washed off with water from a small hose nearby. "Thanks, Brain!" The dog tolerated a pat on the head.

 _Good thing there's no wires or electrical outlets close to this area._ He thought as he looked for a towel to clean it up.

"Annnnnd...finished!" Slickstein stepped out from the tarp, and turned towards the group. "Ladies and Gentlemen, I give you...THE _CLONING BOOTH 1000!_ " Pulling off the tarp, he revealed a machine that looked like two phone booths connected to a control panel in-between.

"Oooh...shiny," Gadget and Kayla noted with awe.

"Imagine, the benefits of having more than one of you: there's many of them of course, but for this scenario, let's say you're trying to sneak up on your enemies, but they're on high alert on the lookout for you! You could send your clone to distract them, and while they're too busy chasing the fake you, the _real_ you stops their evil plot and can make a clean getaway! Or say maybe they have you cornered, you could just call on a clone for back up! Well, I'm still working on a button to add to Communicator Cufflinks that would allow you to do that, but no point in making that if we don't know if the _Cloning Booth 1000_ works. Who wants to be my first test subject?"

"I guess I'll go," Penny offered. "Just to test it out, maybe just one clone wouldn't be so bad. As long as it doesn't turn _evil_ or something like that. Not that _that's_ ever happened before...heh heh."

"Wonderful!" He opened the door to the left phone booth. "Just step inside here."

Penny did, and shut her eyes, trying to ignore her claustrophobia. Slickstein pressed a blue button on the control panel, and smoke lowered down in both booths. Within a few seconds, the doors popped open, and Penny on the left quickly stepped out...her clone on the right following just as fast.

"Wowsers!"

"Ohmigosh! You did it, Professor!" Kayla squealed.

"Oh, hooray! It worked!" Professor did a celebratory twirl. Penny noticed her clone looked a bit uncomfortable.

"You're no fan of tight spaces either, huh?" Penny asked. The clone shook her head.

Suddenly, Chief Quimby's head popped up from a trash can.

"It's the chief!" Gadget exclaimed, standing up straighter.

"Gadget, I have a mission for you." A blue ball shot up from the can at Gadget, who caught it and read the text:

 _"Intel has it that M.A.D. has recently rented out the biggest convention center in Metro City. We're not sure why, but we can only imagine that they're up to no good. Your mission is to find out why, and, if necessary, put a stop to it. This message will self-destruct._ Not to worry, Chief," tossing the ball back towards the trash-can, Gadget saluted the Chief. "I'm always on the case!"

Upon Gadget leaving the room, the little blue ball blew up the trash can, leaving cartoony-black marks on the Chief, who fell over and groaned. The clone girls looked at each other.

"Are you thinking what I'm thinking?" the real Penny asked.

"Oh yeah..." the clone looked ready for action.

"Brain, keep an eye on Uncle Gadget," they said at the same time. "...Jinx!" they laughed, running from the room. Brain trudged behind them unenthusiastically.

* * *

**(MEANWHILE, AT METRO CITY CONVENTION CENTER...)**

* * *

_"Talon! Has the catering been arranged?"_ a deep voice came from the communicator cufflink.

"Every single place you asked for," an annoyed teenager in a tuxedo responded.

_"Is the projector set?"_

"Ready to go as soon as you get here."

_"Gift baskets ready?"_

"All at the front door."

_"The tables being prepared?"_

"We're working on it right now. At this rate, we should be done in about an hour."

_"Excellent!"_

"Uncle Claw, can't you at least tell _me_ why we have to do this? I don't see what would make this evil plan even more 'secret' than all your _other plans._ " The other MAD Agents-in-training turned towards him.

_"Well...alright! But don't tell anyone, it's supposed to be top secret."_

"Oh, don't worry. I wouldn't tell a soul," he turned up the volume to his communicator cufflink, loud enough to echo across the room. _So when you do it for me, you can't really blame me, he thought._ Some of the young MAD trainees suppressed their giggles, as if they could read his thoughts.

_"I've rented out the Metro City Convention Center is because MAD is holding a World Domination Seminar, and we've invited every supervillain in the world! And as soon as everyone gets here..."_

"Yeah...?"

 _"...I'm going to overcharge a dollar for every ticket! MWAHAHAHA!"_ 

Talon rolled his eyes while his allies quietly expressed other forms of irritation. "No offense, but don't you think you could do a _little_ better than that?"

_"...You're right."_

"...Really?"

_"Yes..."_

"Wow, thanks Uncle C, I-"

_"...I'll overcharge two dollars for every ticket! AHAHAHA!"_

Groaning softly, Talon face-palmed himself. "Well, anyhoo, I better get back to...supervising and stuff. See you in a couple hours." He ended the transmission.

"Why do we have to work in fancy clothes? It's getting _really_ hot in here!" a skinny brunette on the other side of the room complained.

"The disguises are _perfectly_ necessary! I have a cover-story all in place, so if Inspector Tin Can shows up, just let me do the talking. Everyone else just keep setting it up." A pause. "...What're we doing just standing around here, people?! Let's go! Chop chop! It starts in two hours!"

As everyone got back to work, Talon put on the rest of his disguise: a fake moustache, a monocle, and a top hat. Mentally preparing his best posh accent, something told him they'd be here right...about...

...now.

"Wowsers! What a swanky soiree!" Gadget exclaimed as he stepped through the doors.

"Oh! Goodness! We hadn't the _slightest_ idea guests would be arriving this early," a man in a top hat and matching tuxedo approached them.

"Guests?"

"Yes, guests for the reception. Are you here for the bride or the groom?"

"A wedding! Wowsers, I had no idea."

"My dear sir, you wouldn't happen to be a _wedding crasher_ , would you?"

"Oh, of course not. My name is Inspector Gadget. HQ had intel that M.A.D. rented out this place for some reason, but maybe we were mistaken."

"MAD? Oh dear. I've heard of that _dreadful_ organization and all of the _awful_ things they've done. You don't suppose they would try to ruin this _wonderful_ event, do you?"

"It _would be_ pretty devious...but why?"

"Well...I've heard from...the groom's...father, that the bride's...stepsister, who wasn't invited works for M.A.D..."

"Say no more! Inspector Gadget will make sure your reception runs as smooth as silk. Go Go Gadget Skates!" On his prompt, Gadget's helicopter hat opened, and he flew around the room wildly. Two people standing by the front doors opened them, and he zoomed out of the room.

"That should keep him busy for a while," Talon said in his normal voice.

"Nice disguise, M.A.D. Boy. But as usual, you're not fooling me," the blonde entered from the other side of the room.

"Penny? But how did you-?"

"The back door was unlocked."

"...Clara! I give you one simple task and-!" Talon snapped. The agent-in-training in question looked guiltily down at her feet.

"Whatever, it's not like _she'd_ be much interference," a tall boy commented. "She's outnumbered."

"You're right," Penny nodded in his direction. "And because of that, I brought a friend."

"Hello there." The MAD team turned to find the identical clone.

"Talon...she brought two of her," Clara was visibly uncomfortable. Talon rolled his eyes. This wasn't the first time MAD has dealt with clones, why should _this time_ be a problem?

"She's _still_ outnumbered," the tall boy sneered. Talon's cellphone went off. Nonchalantly looking at the caller's identity, he turned to the group.

"Do what you like. I gotta take this," he said barely above a mumble.

Penny felt a sting of disappointment run through her. She had noticed that Talon had been particularly attached to his phone for the past few weeks, but with each time they met, he would act more and more aloof and indifferent towards her. True, victory has never been easier for HQ, but it wasn't fun anymore. Her clone took a fighting stance against one half of the group. Penny decided that now was a good time to just focus on her job, so she did the same.

* * *

**(ONE FIGHT SCENE LATER...)**

* * *

 Just as they finished off the last attackers, they soon found themselves next to a small pile of injured teenagers, some of them losing consciousness.

"...If I don't have some kind of-" as quiet as it was, the HQ agent heard Talon's voice from one of the corners of the room.

"Hey! Talon!" Penny's voice caught his attention. He looked over at his defeated henchmen and women.

"...seriously? Oh come _on_! You guys are so weak! Yeah, look, Cody. I gotta call you back. Arch-nemesis issues." A pause. "Yeah, fifteen minutes sounds great. Talk to you then." Hanging up and putting the phone in his pocket, he walked around the identical agents. "Looks like you win again, Penny."

"You're not even going to try fighting me?"

"Which one?" he asked, helping some of the allies off of the ground. As the MAD group quickly walked, limped, and/or stumbled out the door, he turned only to say "See ya." The two ran after him when he activated his rocket boots, but it was too late: Talon fled the scene, and the two of them were the only ones left.

"Aha! I have you _now_ , evil stepsister!" Turning, they found Gadget, who tackled Brain in a wig and sparkly dress. He had a look on his face as if he were to say

_"(Don't ask.)"_

* * *

"Ohmigosh! Penny, other Penny, Gadget, Brain, you like, _totally_ gotta see this!" Kayla was the first to speak to the group as they entered HQ. Next to her was yet, another Penny clone.

"How'd you end up getting _another_ one?" Penny asked.

"The _Cloning Booth 1000_ did it. I hung out with her all afternoon cuz you weren't around. It was great but, now there's _four_ of you!"

"What?"

"I think we need to get Professor Slickstein."

* * *

In the laboratory, more Pennys were walking around. Some practicing combat, some reading, and one was just simply enjoying the internet.

"Ohmigosh! This is _worse_ than when I left it! The machine made _three more of you_ after it made the _five other clones_ , now there's- "she quickly counted on her fingers, " _nine_ of you if you count _the real one!_ "

"Hello," they greeted the group simultaneously before returning to their activities.

"...Okay, even _I_ think that's a little creepy." Penny's original clone shuddered.

"Oh my goodness! What happened here?" Slickstein entered the lab.

"A cloning machine with a mind of its own..." Gadget cocked his head and squinted his eyes. "...seems pretty suspicious."

"Hm...well, I figured this might happen. Remember that last part you delivered to me a few hours ago? I call it the 'Clone Resetting Button'. When the clones start multiplying by themselves, all you have to do is press this button, and... " In a flash, all of the clones disappeared. The only Penny left was the real one. "Ta-da!"

"I'll kinda miss them, but at least there won't be too many of me."

"I think I just need to work out a few bugs. I'll get to it tonight, and perhaps we can test it again in the morning."

**Notes for the Chapter:**

> Claustrophobia is a reference to some episode in the 2015 series, but I can't remember which one it was. (And I'm too lazy to search for it. I think they were trying to solve something in the moutains and Inspector Gadget Day was going on?)  
> Don't get me wrong: there's nothing wrong with older baddies, but since most of MAD's agents are fat and/or otherwise out of touch, M.A.D. probably needs some younger, fresher presences to help take care of tasks the older agents can't do as well. I also did originally have a fight scene there, but it was kind of...lack of better word...lame.  
> And, yes, I am aware Talon is pretty OOC. I did that on purpose. You'll see why later.


	2. Chapter 2

The next morning, Gadget, Penny, and Brian were on their way to HQ's lab to see if the _Cloning Booth 1000_ was working properly. They had expected Professor Slickstein to meet them at the lab...but instead, they were greeted by the sight of thirteen Penny clones.

"Wowsers! I didn't know HQ was having a costume party!" Tapping his chin in thought, Gadget added, "a little strange how everyone's dressed like you though, Penny."

"Uh...Uncle Gadget...?"

"Oh wait!" Gadget snapped his fingers in realization " _I_ get why they're all dressed like you! It's a _celebration_ of how Professor Slickstein finally got his amazing invention to work! Great idea, everybody!"

"...I don't think we're having a costume party."

"Agent Roberts! Is that you? Great costume! _Very_ realistic. You look just like Penny!"

"No, Uncle Gadget! It _is_ me, Penny!" the clone cried.

"No _I'm_ the real Penny!"

" _I'm_ the real Penny!"

"No _I_ am!"

" _I'M_ the real Penny!"

"Oh boy..." the real Penny muttered over her clones arguments.

"What happened?" a worried Professor Slickstein hurried through the lab door.

"What do you mean 'what happened', Professor? HQ is having a party to celebrate your wonderful creation! Oh, _I_ get it...it was supposed to be a _surprise_ party!"

"Huh?"

"Surprise!" Gadget threw his arms up. Looking around the room, his smile faded to a confused gaze. "...Where's the balloons and streamers?" He put his hands on his hips. "What kind of _party_ doesn't have _balloons and streamers?"_

"Erm, Inspector, I don't think-"

"Go Go Gadget Balloon Blower!" an oblivious Gadget called out. A pair of binoculars popped up from his hat. "Hm...no, that's not it. Let me try again. Go Go Gadget Balloon Blower!" The Gadget 'Brella came up from the top. "No, that's not it either. I guess I don't have a balloon blower. Go Go Gadget Streamers!" The Gadget Skates promptly appeared from underneath his feet, sending him slipping around the room. "WWWOOOwseeeeerrrrrrrrrs!" He yelled as he slid out of the lab and down the hallway. Other chaotic noises came in the direction he went.

"That's so strange...I thought I fixed everything yesterday."

"Well, no worries, right Professor? You can just hit the Clone Recall button."

"Right," the redhead smiled as he walked over to the machine. Pressing the button however, nothing happened. Tapping it a few more times, the clones were still there. "...Oh dear. I don't understand, it was working fine earlier...a bit more pressure perhaps?" Tapping the button harder, a spark flew up from the machine. Smoke lowered quickly in the booths, and the room began to shake.

"Professor!"

"EVERYBODY! TO THE SHIELD!" They ducked for cover behind a large metal shield before feeling a small explosion on the other side. Swallowing nervously, they peeked around it. On the other side, rubbing their heads or groaning in pain, were eight more Penny clones.

 _This won't end well,_ Brain thought with a whimper of anxiety.

* * *

 "WhoooooaaaaaaAOAOAOA!" Crashing into the empty elevator, Gadget's springs returned to normal. At least the Gadget skates returned to his shoes properly. Reaching his arm around to press the "down" button, he stood up and brushed his trench coat. "Wowsers," he mumbled, shaking off the dizziness.

* * *

The non-weapon storage room of HQ was nothing special. Just a long line of differently labeled shelves across the room, leaving thin trail in between the shelves for people to walk on. "Let's see...balloons and streamers...probably under 'P' for 'Party'." Whistling, he made his way over, and began looking down the aisle.

"Boy, it sure is dark in here. Go Go Gadget Flashlight!" Suddenly, it lit up on a decoration clown standing right in front of him. Startled, he took a step back. Breathing a sigh of relief, he thought aloud, "wowsers, that clown sure does look a lot like the chief."

"Ah, there you are, Gadget," the clown said.

"WAGH! IT'S ALIVE! Go go Gadget Mallet!" The wooden mallet popped out from his hat and smacked the cyborg in the face.

"No, Gadget, it's me."

"Oh! Chief!" Gadget laughed, relieved. "...How long have you been down here? And..." he got up, "...why are you wearing a clown outfit?"

"That's not important. I have a mission for you." The chief tossed a small blue ball to him.

 _"Intel has it that an unknown M.A.D. agent snuck into HQ last night, and placed a glitch virus on the Cloning Booth 1000. Your mission is to find a way to stop it before it gets out of control. This message will self-destruct._ Not to worry, Chief, I'm always on duty!" Running back to the elevator, he turned as he realized, "Oh, Chief, you forgot this!" Throwing the ball back to the chief, Gadget saluted as the doors closed.

Before Chief Quimby could react, the ball blew up, leaving the all-too-familiar, black, cartoony soot-marks on his body. Groaning and falling over, he muttered to himself:

"Oh well. I never liked this clown costume anyway."

* * *

 Happily humming a tune as he strutted down the hallway, Gadget began to make his way back to the lab. Walking down the other side, were two more Penny clones.

"Oh, hello, Agent Roberts! I almost forgot about that surprise party we were throwing for Professor Slickstein." The clones shot him a confused look. "I was going to get the balloons and the streamers, but I have a mission now, so the party will have to wait." A Penny clone opened her mouth as if to say something, but the other one put an hand on her shoulder and shook her head.

"Um...sure. Unc-, I mean, Inspector Gadget. We can just...celebrate another time."

"By the way, where did you learn such a great impression of my niece?" Gadget asked.

"It just...comes naturally?"

"...Works for me!"

Going back to his tune, Gadget continued on his way to the lab.

* * *

Padding down the hallway, Brain couldn't help but feel a bit grumpy as once again, he found himself Gadget's soon-to-be "babysitter". Still better than waiting in a room filling with several clones of his human from an out-of-control cloning machine, but not by much.

Turning at a corner, he came into the training room, where he found eleven more Penny clones practicing combat in the "city" setting. On the other end, two more Penny clones entered in. It took him a moment to do the math in his head: there were thirteen clones in this room (likely the same ones from this morning), then the machine made eight, and then another thirteen more (all of those went to walk around HQ) so that was...thirty-four Penny Clones total!

 _I sure hope they get this fixed soon!_ After approaching the two Penny clones that just entered the room, he proceeded to pantomime a question asking where Gadget was.

"We just passed him in the hallway. We're pretty sure he's on his way back to his lab. Probably still thinks we're having a surprise party for Professor Slickstein," the clone answered.

Brain wasn't sure what came over him all of a sudden, but he licked her cheek in a friendly "thanks", and dashed off.

* * *

 "A glitch virus? Of course! It makes perfect sense," Slickstein noted aloud after Gadget informed him of his mission. The latter usually didn't speak of his secret missions to other HQ members, but since the _Cloning Booth 1000_ was Slickstein's creation, the inspector thought he should have a right to know what happened to it. "Who do you think could have done it?" he asked no one in particular.

"I have a few ideas..." Penny grumbled.

"Well, no matter. Until we find a solution, we'll have no control of how many Penny clones it makes," the professor stated.

"I'll try clearing it off with my Code-ex." Penny opened her Code-ex and typed in all the anti-virus codes she could think of, but again the _Cloning Booth 1000_ shook and ceiling lights swung as smoke lowered in the booths.

"GO! GO GO GO GO GO!" Slickstein shouted as he and Penny ran for the shield.

"Go? Go where?" a confused Gadget asked. Luckily, Brain arrived just in time to grab him by the hand, and pull him with the group.

Another explosion, larger than the last two, made the room tremble. When it was over, Brain peeked his head around, and counted the heads of the clones.

 _Twenty-one._ He pantomimed to the real Penny. Penny typed numbers into her Code-ex calculator.

"Fifty-five clones total!"

"Ooh! This is bad! This is really, _really_ bad!" Slickstein bit his fingernails anxiously.

"I _know!_ They really are starting to make a mess of your surprise party, Professor."

"So, that clone machine's not getting any better, huh?" Kayla made her way through the crowd of Penny-clones.

"Apparently not," the real Penny said. Kayla moved her gaze between the clones and the Cloning Booth 1000.

"...I don't see why you just can't unplug it," she said, making her way through a smaller crowd of Pennys, over to the machine.

"Oh, uh, Kayla! I'm not so sure that's such a good-" in trying to unplug it, a large shock sent her flying halfway across the room. "...idea."

Rushing over to her friend, the real Penny knelt down next to her, while her clones, and everyone else in the room gave a look of concern.

"Kayla, are you okay?" she asked. Sitting up, Kayla's curly, dark red hair frizzed out into an afro.

"I'm fine. My hair might be another story though." She giggled as Penny helped her up.

"If Kayla can't unplug it without getting shot across the room, then we can't destroy the machine. Not without someone getting hurt, anyway," Slickstein noted worriedly.

"If this keeps up, the whole city could be flooded with Penny clones! How are we even going to know which one's the _real_ you?" Kayla asked. Penny tapped her chin in thought.

"I don't know how to explain this, at least in a short way, but I have an idea." Penny put a hand on Brain's shoulder. "Brain, it's going to be your job to keep an eye on Uncle Gadget while I'm gone." The blonde ran from the room. "Don't worry! There's a method to my _madness!"_ she called behind her.

"Penny? Where are you-?" Gadget tried to follow his niece, but the clumsy inspector tripped on one of the _Cloning Booth 1000's_ cords, making the room quake as the booth prepared its next batch.

"INSPECTOR! KAYLA! BRAIN! GET BEHIND THE SHIELD!" Slickstein called as the existing clones fled the room.

This time, Gadget listened, Kayla and Brain not too far behind. After the explosion, Brain counted a new crack in the wall, and thirty-four new Penny clones in that group alone...eighty-nine total.


	3. Chapter 3

The cloning problem had only gotten worse: the total number increased to one-hundred-and-forty-four throughout the next day.

By the time it had increased to two-hundred-and-twenty-three that night, Chief Quimby had met with the staff at Metro City Hall, and convinced them to temporarily evacuate the city, as it would soon become overcrowded, and the problem may not be fixed before then.

* * *

"Inspector?" Professor Slickstein found him in the hallway. "What are you doing here? Aren't you supposed to be helping with the evacuations?" Gadget looked left, and right, then left again, checking for any listeners. To his luck, they were the only ones there. Or so it seemed. Just around the corner were Kayla and Brain. Brain wasn't sure why Kayla motioned for him to hide behind the wall with her and then for him to be quiet, but silently remained where he stood anyway.

"Well...I suppose you can keep a secret," Gadget decided aloud. "I'm not going to supervise the evacuations."

"What? Why?"

"The whole city is being evacuated. If that means M.A.D.'s agents are leaving too, then now would be the perfect time to sneak into M.A.D.'s base and find a way to destroy the virus at the source, while they're all distracted!"

"That's...actually not a bad idea, Inspector!"

"Why don't you come along, Professor? With your technology skills and my agent skills, we could stop this virus together!"

"Really? You mean it?" Slickstein asked. Gadget nodded. "Well...alright! I'll do it!"

"Fantastic! Let's get going!"

The two adults didn't notice their eavesdroppers as they headed down the hallway together.

* * *

"Erm...Inspector? Are you sure we're going the right way?" Slickstein asked as they were walking by the gas station.

"Of course I am!" the cyborg smiled confidently.

"Well, okay...if you say so."

* * *

"And...you're sure the park is on the way there too?" Slickstein and Gadget stood alone in the park.

"Hm...maybe I just need a bird's-eye-view. Go go Gadget Legs!" Gadget's legs extended as he looked around the city. "Wowsers. Sure are a lot of people evacuating..." he noted all the cars leaving the city.

"Do you see anything up there, Inspector?" Slickstein hollered up. He jumped out of the way as Gadget suddenly lowered himself back down to a normal height.

"My special agent instincts are telling me we should go...that way!" he pointed in a direction and marched off.

"...Alright then."

* * *

 "Why would M.A.D.'s base be hiding in a _grocery store?"_ Slickstein asked.

"M.A.D. would hide their bases in the places people would least expect; I'm sure of it!" Gadget rode his cart down another aisle.

"Are you sure you should be doing that?"

"Not to worry, Professor, I am an expert at cart driv-"

Crashing into the dairy section, a number of shelves of cheese fell on him. Slickstein hurried over.

"Inspector...?"

"...I'm okay."

* * *

"Wowsers. Even the _hospital_ is empty?" Inspector asked no one in particular as he walked down the hallway. "ECHO!"

 _"ECHO!"_ came its response.

"Inspector, I really don't think M.A.D.'s base would be here..."

"No, but..." Gadget looked around suspiciously. "...this would be _another_ place people wouldn't suspect! M.A.D. agents are _very_ crafty. They could meet here and plot their next move. I can _feel_ it..."

* * *

 "...A bookstore...?"

"Like I said, Professor...you never know," Gadget smiled. Gasping, he picked up a book in shock. "Overpriced textbooks! Who would make someone pay so much for _education?!_ This has M.A.D written all over it! We _must_ be getting close!"

"But, Inspector-"

Before Slickstein could finish, Gadget was already out the door. Sighing, he followed.

* * *

 "A...post-office?"

"Just like I said, Professor-"

"Yes yes, I know, 'you never know,' but I'm starting to think you really _don't_ have any clue where you're going," the redhead responded, slightly irritated.

* * *

"Oh. My. Gosh. My. Feet. Are. Killing. Me." Kayla flopped down on a bench, just outside the building, Brain taking the spot next to her. "We've been following them for..." she checked her cellphone for the time. "...almost two hours. You know, I _thought_ when we'd follow them, that we'd be seeing some kind of virus-butt-kicking action by now, but let's face it, Gadget has _no_ sense of direction." Brain nodded in agreement. "Maybe they just, need some help or something. Penny tells me about how sometimes Gadget chases you when he mistakes you for a M.A.D. Agent..."

 _Oh, uh-uh!_ Brain panto-growled, folding his arms. Kayla threw her own up in frustration.

"Well, I'd do it myself, but, I have no idea where it is either! Come on...pretty please? With a cherry on top?"

 _Hmph!_ The dog wouldn't make eye-contact with her.

"...Alright. Fine. Don't do it. These streets are empty _now,"_ she gestured to the streets, "but how about in a _few hours?_ When HQ runs out of room, they'll be crawling with Penny clones! Each batch the _Cloning Booth 1000_ makes will make the streets even _more_ crowded. Then it will be _impossible_ for Gadget and Slickstein to find the M.A.D. base, cuz it's hard enough for them now, since they have no idea where it is already, and there isn't a single clone in the streets yet."

Brain's ear twitched slightly in her direction.

"And _then,_ when there's nothing _left of this city but clones of Penny,_ you'll have to spend the _rest of your dog days_ knowing that you did _nothing,_ absolutely _nothing,_ to help."

Brain looked over to her, picturing everything she said in his head.

"You'll think to yourself: ' _Why?_ Why did I _not ever_ help Kayla give Gadget and Slickstein direction? It was _all I had to do_ to save Metro City, but _no._ I was _so tired of being mistaken for a M.A.D. Agent,_ I _could not bring myself_ to pose as one and _lead them in the right direction._ _Oh well,_ I guess _the whole world_ will one day be populated with _nothing but Penny Clones,_ and the rest of the life on this planet will _become extinct_ cuz _all the other food_ on the planet will be _eaten,_ and-'"

 _Okay, Okay,_ Brain pantomimed. Rolling his eyes, he pulled a button on his collar, he was now dressed in a disguise: black pants, a purple, button-up-shirt, and a brown homburg hat.

"Thanks buddy!" Kayla embraced him. "Really appreciate it." Letting him go, she continued, "Now, all we have to do is get you in Gadget's sight."

* * *

"The zoo? How would we even know they're at the zoo?" Slickstein asked as he and Gadget made their way there.

"Well, I do remember catching sight of a young M.A.D. agent trying to change a leopard's spots by spray-painting it not too long ago. THE FIENDS!"

"...Riiiight."

"Stop right there, you!"

A shadowy figure hurried past the two men, the other stopped running, and held their knees while they caught their breath.

"Who goes there? Go go Gadget Flashlight!" Using his flashlight finger he shined it on the tired teenage girl. "Kayla?"

"S-sorry, Inspector," she panted. "I...I tried to catch the M.A.D. Agent but..."

"A _M.A.D._ Agent? Say no more! _Inspector Gadget_ is on it! Go go Gadget Skates!" Gadget almost lost his balance as the wheels popped out from underneath his shoes, but nevertheless went to skate after the first figure.

"...That's just Brain dressed as a M.A.D. agent, isn't it?" Slickstein asked her after Gadget was out of earshot.

"Brain knows where the M.A.D. base in Metro City is. I know cuz Penny tells me how she and Brain would go there sometimes to finish off the bad guys. I wasn't sure if Gadget would get what Brain was saying if he'd just go as himself."

"Good thinking there. Let's follow them!"

* * *

 Gadget did his best to chase the fake M.A.D. agent, but the easily lost inspector found himself in at a motel.

... _And_ the movie theatre.

... _And_ the bank.

... _And_ even a now-abandoned carnival that happened to arrive in town a day before the cloning incident.

But after a long chase, Brain finally guided Gadget right where he needed him: under a tree outside of a pizza shop.

"An underground base! I suppose great (and bad) minds think alike, huh Professor?" Gadget commented when Slickstein and Kayla finally caught up to him.

"I guess so," Slickstein smiled weakly. No longer seeing a need for his disguise, Brain pulled a button on his collar, and returned to normal.

"Oh! Brain! When did _you_ get here, boy?" a clueless Gadget smiled. Groaning and rolling his eyes, Brain started to lead the group down the hallway. At least the running-around-like-a-chicken-with-your-head-cut-off part of the plan was over.

* * *

All the power had been shut down in the facility. Though not for long, this place had been deserted.

"Guess they didn't want to stick around to watch the city fill up with Penny clones," Kayla observed as the four tried to find their way around.

"Oh! That reminds me," Slickstein pulled a small pager-like-device out of his lab-coat pocket. "Before we left, I put a device on the _Cloning Booth 1000;_ it will let us know how many clones there are." Pressing a button in the corner his eyes widened.

"What's wrong, Professor?"

"The last time I checked it was before we left. At the time, there were three-hundred-and-seventy-seven clones. Now the number's gotten up to six-hundred-and- _ten!"_

"Oh boy. We should totally get going, and fast!"

* * *

 Gadget stroked the back of the chair of his arch-nemesis' usual sitting place. To think that this was one of many places the infamous Doctor Claw would sit, day to day, thinking ways to rid of him forever. They never worked of course...but then again, neither did Gadget's attempted arrests of the man.

The ground shuddered violently, nearly knocking him over as he tried to hold onto the chair for support, but luckily, it only lasted a moment before the room went still again. Slickstein pressed a button on his device;

"Oh no! How did the clone increase get from six-hundred-and-ten to _nine-hundred-and-eighty-seven_ so fast?!"

"That's HQ's max capacity! Won't be long before they take to the streets. We better get to...er, why are we here again?"

"Trying to find a way to tackle the virus at the source," Slickstein reminded him.

"Right. Trying to find a way to tackle the virus at the source!" a sudden vibrating in Gadget's hand startled him. The top-secret Gadget Phone? No one's called him on that in _years._ "Hello? This is Inspector Gadget speaking."

_"Uncle Gadget, it's me, Penny."_

"Penny! Where are you?!"


	4. Chapter 4

_"Sorry, Uncle Gadget. I really did mean to call sooner, but something was messing with the reception on my way over. And it took me all day to find this place."_

"What place?"

_"I'm at the M.A.D. base in Riverton: the city next to Metro City. I-"_

"A _M.A.D._ Base?! Are you injured?! Have they captured you?!"

_"Actually, I'm the one who has them under wraps. It was pretty easy, considering most of the ones here are old, fat...not to mention the SIC was too busy PAYING ATTENTION TO HIS STUPID PHONE and not WATCHING THE BASE LIKE HE WAS SUPPOSED TO!...Anyways, as I was saying, I wanted-"_

"Say, shouldn't you be in bed _?_ It's almost _midnight,_ young lady!"

_"I think me staying up past my usual bedtime is among the least of our concerns right now. I didn't have money to stay in a motel or something anyway. As I was saying, I wanted to-"_

"Well, if you had let me know part of whatever plan you came up with involved leaving Metro City, I would've given you about a hundred to live off of for a day, but-"

_"As I was saying,"_

A snicker was heard in the background. " _...Sorry, continue, continue,"_ another voice said.

_"...I wanted to be somewhere where the clones wouldn't think to be. That way, when I called you, you'd know it was the real me. Remember when I said that I didn't know how to explain my plan in a short way? Well, I lied. I did know how to explain what I was doing, but I knew you wouldn't approve of me going alone. Like I said...a method to my M.A.D.ness."_

"...Probably not..." Gadget said after a pause. "...but we're all glad you're safe."

_" 'We're all' glad I'm safe?"_

"Yes, we're all glad you're safe," Slickstein chimed in. "Brain, Kayla and I are here too!"

"Hi, Penny!" Kayla chirped.

_"Oh, uh, okay! Hi, guys. Um, where is 'here' on your guys' end?"_

"In the Metro City M.A.D. base. The M.A.D. Agents here evacuated just like everyone else."

_"Oh! Perfect! I didn't even think you'd-are you in the Main Computer Room?"_

"Well...there's a giant computer here, so...yes, my Gadget Intuition tells me...we are."

_"Shortly after I arrived here, I was able to crack M.A.D.'s computer mainframe. That wasn't hard either; all the passwords were 'madpassword123456'."_

_"I know right? I keep telling Old Man Claw to change it."_

"Penny? Is someone with you?" Gadget asked.

_"Oh, that's just Talon. He's a M.A.D. agent, but he's not even bothering with ANYTHING BUT HIS PHONE."_

_"So? You're on the phone too."_

_"But I'm having a conversation about something that's actually important!"_

_"So am I."_

_"No you're not!"_

_"How would you know?"_

_"Because...! Because..."_

"Penny! Penny, focus, girl," Kayla stepped in. "You cracked into MAD's computer mainframe and...?"

_"Right, sorry. I cracked into M.A.D.'S computer mainframe, and I think I'm close to finding an anti-virus program for the virus on the Cloning Booth 1000. M.A.D. has special ones for the viruses they created from scratch, just in case the same viruses would be used against them. Do you have a flash-drive or something?"_

"Hm, let's see. I usually keep one on me..." Slickstein checked his pockets. "Aha!" he reached into the upper front pocket of his lab-coat, and pulled out a small black item. "Here it is."

 _"I have a way of sending it directly to your location. Apparently, these two bases communicate a lot. Just hang on a moment..."_ **BOOM!** The ground vibrated; a small store near the flower shop on top of HQ collapsed. _"Uh, what was that?"_

"Ah! The clone count is at one-thousand-five-hundred-ninety-seven clones!"

* * *

***CALL FROM: RIVERTON MAD BASE***

**Answer**

**Answer with Video**

**Decline**

* * *

_"Okay, are you guys getting something on your screen?"_

"Yes, a call from you, I believe," Slickstein confirmed.

 _"Good. Answer it, and I can send you the portable version from here."_ Clicking on 'Answer with Video' the friends saw the blonde on the other side. Gadget and Brain breathed a sigh of relief together. There she was: the real Penny. Safe, and unharmed. Half a minute later, the link appeared in the "chat" boxes below the screen. _"Did you get the link?"_

"Clicking on it now," The redhead nodded.

Following all of the installation directions, Slickstein uploaded everything onto the flash-drive.

 **BOOOM!** Again, a tremor shook the base, more small buildings with weak foundations crumbled or fell over.

"Oh my goodness..." the professor shook his head worriedly. "...two-thousand-five-hundred-and-eighty-four now. Luckily, almost everything we need is on the flash-drive. The only thing left is someone to get into HQ and to the _Cloning Booth_ so they can administer the anti-virus program."

"I'll do it!" Gadget declared without hesitation.

 _"...Are...you sure about that, Uncle Gadget?"_ a concerned Penny asked on the other side. _"The streets are beginning to build up with more of me now."_

"Not to brag, even though my invincibility is _quite_ impressive, but I've survived a number of bombs, electrocutions, vehicle accidents, falling off tall buildings, even being sawn in half once. It'd too dangerous for anyone else."

 _"I guess you have a point there..."_ Penny commented. Slickstein opened a pocket in Gadget's trench-coat and placed the flash drive inside of it.

"Don't lose this. This is _very_ important. You remember the _Clone Resetting Button_ , right? There's a little 'plug' right next to it, and this should fit."

"You can count on me, Professor! I won't let you down." Gadget dashed from the room.

 _"Good luck, Uncle Gadget!"_ Penny called from the screen. A pause sat in the room between the heroes. Brain had a feeling a phrase he dreaded every time he shared a mission with Gadget was coming on. _"...Brain? You might want to keep an eye on him. Just in case."_

* * *

With a stride in his step, and the buildings filling up with several clones of his niece, Inspector Gadget was going to put an end to this cloning problem. And nothing, absolutely nothing was going to get in his-

"Ooh! A pinwheel!" Picking up the small toy, he giggled childishly as it blew in the breeze.

Face-pawing himself, Brain was standing on the other side of the street. There had to be a way to get Gadget's attention back on track. Something in the alleyway maybe? About halfway down, there was a discarded slingshot with a small pile of marbles. Taking a marble and the slingshot, he went back towards Gadget, still amused by his pinwheel. Aiming...aiming...Brain made a perfect shot at the pinwheel, knocking it out of Gadget's hands!

"Hey!" Gadget exclaimed as it fell to the ground. The pinwheel now was crumpled in one of its sides. "Aw..."

"Uncle Gadget?" Gadget looked up to find one of many Penny Clones in front of him.

"Agent Roberts? What are _you_ still doing here? Shouldn't you have evacuated? And why have you been wearing a Penny costume for the past two days?"

"Erm...I'm not sure what you mean by that, but..."

 _"I_ get it, you're asking me to focus on the mission ahead of me, right?"

"Well, no, not rea-"

"You're right! Inspector Gadget should know better than to let a distraction like a pinwheel get in his way! Probably set as a trap by M.A.D. NICE TRY, YOU FIENDS, BUT YOU'LL NEVER GET _INSPECTOR GADGET_ DOWN! Thanks, Agent Roberts."

* * *

***MEANWHILE, IN RIVERTON...***

* * *

Penny smiled at her uncle's declaration. Just moments ago she hacked into the Metro City security cameras to give her, and her friends a view of what was going on.

"So, Talon, how does it feel to watch impending defeat from afar?" the blonde turned towards her nemesis on the other side of the room, casually leaning back in a wooden chair. The ropes she tied him with now lay on the floor; it seems he found a way to free himself from them, but (secretly) to her disappointment, he wasn't looking like was planning an attack, or even another escape any time soon. He was just texting someone. "...Talon?"

"Yeahsurewhatever..." he mumbled, not even looking up. With a scowl of exasperation pulling across her face, she took his oh-so-precious phone from his hands. "Hey!"

"Okay, what the heck _is going on_ with you?! You've been acting _super weird_ all month. Whenever I'm around, you're _unresponsive, apathetic, callous,_ and you don't even _care_ if HQ wins!" She saw the name on the screen: _Cody_ "Who's Cody?"

"That's none of your business. Now put it down."

"Who's Cody?" she repeated.

"I'm not telling you." Talon folded his arms.

"Yes you are! Who's Cody?!"

"Why do you have to know?!"

"BECAUSE I JUST _DO,_ OKAY?! WHO'S... _CODY?!"_

 _"Come on, Talon, tell us who Cody is,"_ Kayla chirped.

"You two are _still_ listening?"

"Half-listening to Gadget get lost in the city and Brain trying to help him, and half-listening to you two fight; which is pretty adorable, you gotta admit," the Professor explained.

Talon opened the "options" toolbar, and made some adjustments so Slickstein and Kayla were gone from the screen.

"What did you _do?"_

"Don't worry, they've still got surveillance on your uncle, but I'd rather we talk _without_ any eavesdroppers." A heavy silence sat in the room between them. Talon sat down in the chair in front of the computer. "...You wanna know what's _really_ been going on?" Penny took the seat on the other side of the room. "...I'm quitting MAD. It took me all month to land something, but I found another job..."

"Wha-? Really? Talon, that's great! Why would you get all huffy and puffy about that? I mean-"

"I wasn't finished...I'm quitting M.A.D., and I found another job, but it's hours from here. _Way_ out Metro City. I'd have to move locations because of commute." A pause between them. "...And that means I can't be your arch-nemesis anymore."

"Well...yeah...I...I know _that,_ but..." the possibility of never being able to see him again began to sink in beneath Penny's skin, making her blood turn cold as sorrow began to creep up on her.

"...Oh what's with _that_ look on your face? I thought you'd be happier about this, honestly. I'm done being evil, and you won't have to put up with me anymore," he continued, his expression neutral.

"It's just that...you're the _bad guy._ I'm the _good guy._ You guys come up with some stupid plan, I come and kick your butt, then you get away, and we seldom see each other until next time," her face turned redder, her blue eyes glazing with tears. "That...that's how it's been for _almost three years!_ And, and you're just gonna _throw all of that away_ like it's _nothing?!"_

A small smirk pulled at the corner of Talon's lips."You're talking to me like I'm some kind of _boyfriend_ of yours dumping you," he shrugged. "It's just an enemyship. You'll eventually be assigned to someone else."

A long pause.

 _But...what if I don't want to be assigned to someone else?_ Penny thought.

"Now, may I have my phone back?" he asked with a raised eyebrow.

"...I'm respecting whatever privacy of the conversations you had...but until we get some back-up, I think I'm going to keep this." Turning her attention to Metro City security footage, Penny decided she could wallow in self-pity over the loss of an arch-nemesis _later._

* * *

  ***BACK IN METRO CITY...***

* * *

**BOOOOOM!**

"Whoa!" The most recent quake knocked Kayla off her feet. They haven't been happening as often, but when they did, they got more powerful each time. Even the buildings with _stronger_ foundations were beginning to look like fall any moment now.

"Are you alright?" Slickstein helped her up.

"I'm fine. That was a super-duper big one though. What was the number last time we checked? Four thousand...something?"

"Four-thousand-one-hundred-and-eighty-one, if I remember correctly." Slickstein checked the device again, "now it's six-thousand-seven-hundred-seventy- _five!_ These clones are multiplying like..."

"Rabbits?" Kayla suggested.

"No, faster. The streets are beginning to get very crowded..."

"Well, I'm not gonna stand around here and watch clones of my bestie take over the city. There's gotta be _something_ around here we can use to help Gadget clear the clones until he reaches the _Cloning Booth 1000._ I have a bad feeling that this is going to get really ugly really fast." She paused. "...I mean the _situation,_ not the clones," she added, feeling the need to clarify. "I got it!" She snapped her fingers. "Let's find where they keep their weapons!"

"Oh, K-Kayla, wait-!" Slickstein, uncomfortable with the idea of a minor walking alone in an enemy base (despite its emptiness and all of its security measures conveniently deactivated), followed her.

* * *

"Wowsers," Gadget muttered to himself. There were so many clones in the city, he couldn't see where he was. "Perhaps another bird's-eye-view will fix my problem," he wondered aloud. "Go go Gadget legs!"

"Be careful, Uncle Gadget!" A handful of Penny clones called from below.

It was rather difficult to see anything other than buildings...and Penny clones...and buildings. He heard something above him. Looking up, Gadget noticed a black helicopter with bright yellow letters (C.R.O.W.) circling the city. _C.R.O.W._ he thought, _I wonder what that stands for._ There it was! The flower shop right next to Metro City HQ base. Taking a step forward, his legs suddenly gave in, and shrank back down to normal length.

"WHOAOA-WOWWWSERRRS!" For a moment, he expected to meet the cold, hard ground, but instead, was caught by a small group of Penny clones. "...Wowsers." Being helped up, he added, "thanks, Penny, Penny, Penny, Penny, Penny, Penny Agent Roberts, and Penny."

"You're welcome, Uncle Gadget," the clones chimed.

"It's not so far away, but my Gadget legs chose a _fine_ time to malfunction! How am I going to get to HQ from here?"

"AAAAAAHHH!" a large group of Penny clones cried in unison as a force picked them up and pushed them away into the distance.

"Hey down there! Need some help?" Kayla was floating above him, holding a MAD gravity gun and wearing hover boots.

"Whoa-oaoaoaoaoa!" Slickstein had the same weaponry, and trying to do the same as Kayla, but wasn't having as much luck as he tried to keep his balance in the air. "D-don't worry, Inspector! Whoa-oa! We'll clear the, ah! The clones out of, of the way so y-you can get to HQ!"

"Here, Brain-" Kayla pulled an identical gun from a belt she was wearing, "-we got one for you too."

The dog barely managed to catch it as it was tossed to him.

"Wowsers. Thanks, everyone! Inspector Gadget could have handled it alone, but I guess having friends to help makes it easier."

The ground began to tremble.

"Oh boy, here we go again!" Slickstein called out.

The clones on the ground ran like panicked ants as a wall from the nearest building fell over. Luckily, Gadget, Brain, Slickstein, and Kayla managed to dodge it just before it could hit the ground.

Penny clone number one-thousand-eight-hundred-and-ninety-nine, on the other hand, wasn't so lucky. She was the only one who was crushed by the rubble of the wall's remains. Her dusty hand was all that could be seen of her. Before anyone could go and check for a pulse, she vanished instantly, leaving no trace of a body. The other clones stared in their former comrade, their blue eyes "glitching" in colors of yellow and purple.

* * *

  ***MEANWHILE, IN RIVERTON...(AGAIN...)***

* * *

"Uh...what's happening to them...?" Penny raised a voice of concern at the clones turning hostile. Talon, joining her at the screens, looked thoughtfully as the heroes backed away from the crowd. They covered their ears as the clones let out a wailing screech.

"If I had to take an educated guess, one of your clones died, and the rest feel threatened by your friends over there, so...they're probably going to attack."

"What?!"

"Yeah, think I saw something like that in a documentary once...they're gonna defend the rest of their 'hive', so to speak. That might just be a part of the virus."

"Run, you guys! RUN!"

* * *

  ***BACK IN METRO CITY...(AGAIN...)***

* * *

"GADGET! YOU HAVE TO GET TO HQ! _NOW!"_ Kayla yelled.

"We'll try and hold them off!" Slickstein aimed the anti-gravity gun at the group closest to the cyborg.

"Much appreciated! Go Go Gadget Skates!" Gadget took no hesitation to skate away from the wave of Penny Clones charging at him. The flower shop above HQ was close by, he just had to make a turn at... "WHOAOAOA-WWOWWSSEEEERRRRS-!" He tried to brake in front of a group of yet more angry, glitchy Penny Clones, but tripped. Getting up, tried to turn around, but there were even more behind him. He was trapped! All at once they leaped on him, tearing at his trench coat, trying to pull him apart. "GO GO GADGET MALLET!" He cried. Just barely, he managed to knock the top two clones off of him. Suddenly, a force pushed the group back, and another force lifted Gadget up. Looking up, he found Brain with a gravity gun on the other side. "G _o_ o _d_ d _o_ g."

Brain smiled. Now was one of the rare moments his job _wasn't_ so thankless.

Gadget shook his weariness away, and called out: "Go Go Gadget Springs!" Leaping over the cracked buildings, he landed on 2nd street, and HQ was just on the other side. The good news was, he was finally getting close! The bad news...his calculations told him that there were three-thousand-one-hundred-and-ninety-four clones on this street alone. But there were thousands more clones back there, and his friends could only fend them off for so long. Suddenly, he had an idea: "Go Go Gadget Refridge-a-Gadget!" A hand holding an aerosol can popped out of his hat. The clones turned to attack, but the spray made the surrounding area turn to subzero temperatures, leaving the clones frozen in place.

* * *

HQ's main hallway was full of dark, flickering florescent lights, some of which nearly snapped from the ceiling. The group of clones at the end of the hallway stared at him.

"Agent Roberts! What have you brought the others back for?! It's not time for the costume party yet; it's too dangerous!"

Their bright blue eyes suddenly turning shades of purple or yellow, they charged at him.

"OOOooh, I get it, they're more clones, not people from the costume party. Go Go Gadget Flower!" A hand from his hat held up a big sunflower, which shot sleeping gas at them. "Wowsers, that was a close one," he noted as they fell at his feet. "I better get moving before the _Cloning Booth 1000_ makes more of them."

The wailing screech of more angered Penny Clones echoed off the walls as they came rushing down the hall.

"Go Go Gadget Skates!"

Slipping and sliding down the darkened halls, the clones stayed hot on the Inspector's tail.

"GO GO GADGET HEEL BOOSTERS!"

It furthered him from the Clones behind, and...was that...? Yes! It was! The door to HQ's lab! If he could just...yes! Barely slamming the doors to the lab behind him, he felt the Clones' pounding fists. He alone could barely hold it.

"GO GO GADGET ARMS AND LEGS!" he knew that wouldn't hold them back forever, so he had to act fast.

Just on the other side of the lab were two broken telephone booths wired together to a short-circuiting control panel. Above it was a sign, its numbers reading, _10946._

"Wowsers...that must be how many clones it has made since it broke..." Gadget thought out loud. The ground beneath him began to shake, the lights flickering, and the Clones nearly breaking through. "The flash drive!" he remembered. He had spent so much time getting away from the clones, he nearly forgot about it. "Now, which pocket was it in again?"

Gadget found it on the first try (of course, an easy task for the Inspector), but made the mistake of letting go of the door, giving the Clones just enough to break the door down! The halls had gotten so crowded, there was no room for them to go but forward. On the other side, the ground shook, and the lights began to flicker as whatever was left of the _Cloning Booth 1000_ prepared its biggest batch yet. Soon, there would be no more room anywhere...HQ would explode from the overload of clones!

"...Not if Inspector Gadget can help it!" he declared. Yelping as the Penny Clones grabbed at his feet, he cried out, "GO GO GADGET ARM!"

He felt the pressure of hundreds of Penny clones crushing him, but his sensors told him his hand was so close to the plug Professor Slickstein was talking about.

He...almost...had it...!

He felt the flash drive give into the plug. A bright, blinding light came with the explosion that sent him flying backwards, all the way down the hallway accompanied to the screech of several vanishing Penny Clones.

Losing the strength to stay awake, a smile formed over his burnt face. He did it. He saved Metro City. Now the only Penny he ever hoped to see again was just his original, beloved niece.

***ENGAGING SHUT DOWN***


	5. Chapter 5

**THE NEXT DAY...**

* * *

Pacing just outside HQ's lab, wringing her hands in anxiety, the original, and only Penny, worried about her uncle's condition. Chief Quimby said that the shock from the virus sent to rid of her clones left him heavily damaged.

Sitting close by was Brain, looking down at his paws. He knew he shouldn't feel bad for what happened, but he couldn't help but feel like Gadget getting damaged was his fault. Perhaps it was because he was responsible for Gadget most of the time, and kept anything from happening to him. The end of the mission was one of the few times he was out of his reach, and therefore, he couldn't do anything to protect him.

"Relax, you guys. He's been through worse before, right?" Kayla asked.

"Well, yeah...I know Slickstein will fix him and he'll be fine in the end...somehow...but...something happening like that to anyone's loved one is enough to make them worry."

"Would it make you feel better if we talked about something else instead?" 

"Like what?" Penny asked as they both sat down next to Brain.

"I _totally_ wanna know what happened when M.A.D. Boy _finally_ got arrested," she answered honestly. For the first time today, the pigtailed blonde smiled. "Come on, come on! Details, _details!_ Oh! And I also wanna know what happened when you beat him! What was the look on his face like?"

"What? His defeat with the clones? He actually took that part pretty well. It was the _getting arrested_ part he freaked out."

"What do you mean, 'freaked out'? COME OONNNNNNN! BE _SPECIFIC!"_

"He tried to use his rocket boots to get away, but one of them broke when it got caught in the middle of a tree branch..." she trailed off, her blue eyes filling with sympathy.

* * *

_"QUIT STRUGGLING!" The police officer held the now-limp purple-haired teenager to the ground._

_"BUT I'M NOT STRUGGLING!" he complained._

_"We've heard about the cloning situation in the town city over. You're under arrest, M.A.D. agent," the other one shook his head in contempt._

_Amused, Penny folded her arms from a fair distance, watching someone finally take a hold of her arch-nemesis. She didn't even care she wasn't the one to do it. She was just glad someone finally caught him._

_"You know what? I don't even care anymore. Just get me far...far...away from here." He scowled, his dark eyes glazing with tears._

_"You can count on that, kid," the second cop said as the first one got him into the back seat._

_Penny wished she didn't, but she felt kind of bad for him. She had always thought of him as loyal to M.A.D. as she was to HQ, but she thought something pretty bad had to have been happening over there to make him so desperate to get away from the evil organization._

* * *

"...What?"

"Huh?"

"'...Then what happened?"

"Oh, uh, then they took him, and one of them called back-up to take care of the other M.A.D. agents. I don't know how many of them got caught or got away or...all that..." Slickstein stood at the door to the lab. The three turned to him. "How is he, Professor?"

"Well, all of his functions and gadgets seem to be working properly, but he's been acting a bit...different."

"Different? Different in a good way, or a bad way?"

"I'm not sure yet. You're...more than welcome to see him if you like."

* * *

"CROW..." the cyborg muttered to himself, writing the letters in white chalk on the board, in the middle of several other small notes. "...I still don't understand what on this big blue earth that means..."

"Um, Uncle Gadget?" Gadget turned to find his beautiful niece on the other side of the door.

"...Penny? Penny!" he rushed to take her in his embrace. "Oh, Penny! Penny, Penny, Penny, my little angel." she giggled as he pecked her on the forehead. "You're sure it's _you,_ right? Not...not another one of your clones?" he asked, keeping his grip on her arms.

"They're all gone, Uncle Gadget. You did it." Moving her gaze over his shoulder, she noticed the other notes he had taken on the board. "What's this?"

"I believe," he started, letting go of her arms and turning back to the chalkboard, "that these may be just recollections, bits and pieces of my memory. Some even go as far back as nearly thirteen years ago, (back even to that... _dreaded banana incident)_ but most of it was during the past four or five days, when your clones got out of control. I'm trying to understand-" he circled the big word in the middle "-what this means. I have a hunch that 'CROW' is an acronym, or maybe a codename for some kind of organization. Whether it's good or bad, I don't know either. I've been trying so hard to remember but...I haven't seen anything like it. Perhaps I should note the chief later? I think we should. I hope I find out what this is all about soon. It'll drive me _bonkers_ until I do!"

"Uncle Gadget? Are you feeling okay?"

"Oh, Penny...I'm great! _Excellent,_ actually! I'm getting better each and every second! It might even be a little early to count my chickens before they hatch but maybe...maybe..." he gazed into her eyes. "I think...I may be back to my old self again. My _old_...old self."


End file.
